8-K - FGNX - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Dateof Report (Date of earliest event reported): December 6, 2022

FG

FINANCIAL GROUP, INC.

(Exactname of registrant as specified in its charter)

Delaware	001-36366	46-1119100
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

360Central Avenue, Suite 800, St. Petersburg, FL 33701

(Addressof principal executive offices, including Zip Code)

847-773-1665

(Registrant’stelephone number, including area code)

NotApplicable

(Formername or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐	Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common Stock, $0.001 par value per share	FGF	The Nasdaq Stock Market<br> LLC
8.00% Cumulative Preferred Stock, Series A, $25.00<br> par value per share	FGFPP	The Nasdaq Stock Market<br> LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item5.07 Submission of Matters to a Vote of Security Holders.

On December 6, 2022, FG Financial Group, Inc. (the “Company”) held a special meeting at which the Company’s stockholders voted on the following proposal, which is described in detail in the definitive proxy statement filed with the Securities and Exchange Commission on October 31, 2022.

Proposal1. Approval of Reincorporation from Delaware to Nevada

Stockholders approved the Agreement and Plan of Merger, dated as of October 19, 2022, by and between the Company and FG Financial Group, Inc., a Nevada corporation and a wholly owned subsidiary of the Company, pursuant to which the Company will be reincorporated from Delaware to Nevada. The voting results were as follows

For	Against		Abstentions		BROKER NON VOTE
5,250,887		136,023		2,825		-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FG FINANCIAL GROUP, INC.
Date: December<br> 7, 2022	By:	/s/ Hassan R. Baqar
	Name:	Hassan R. Baqar
	Title:	Executive Vice President and Chief Financial Officer